What changed in this filing

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Item 1. Business

2026-03-27 compared with 2025-03-31 · 935 added, 949 removed, 19 unchanged (99% of the section changed)

We are a blank check company

incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

We have not selected

any Business Combination target.

We may pursue a Business Combination in any business or industry, but are focused on companies in the

healthcare industry.

The 2024 SPAC Rules may materially

affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Initial Public Offering

On July 11, 2024, we consummated

our Initial Public Offering of 23,000,000 Units, i ncluding 3,000,000 Units issued pursuant to the

full exercise of the Over-Allotment Option .

Each Unit consists of one Public Share and one-half of one Public Warrant, with each

whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

The Units were sold at

a price of $10.00 per Unit, generating gross proceeds to our Company of $230,000,000.

Simultaneously with the closing

of the Initial Public Offering, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to our Sponsor and

Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,000,000.

those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private

Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed herein.

A total of $ 230,000,000

from the proceeds of the Initial Public Offering and Private Placement was placed in the Trust Account maintained by Continental,

acting as trustee.

It is the job of our Sponsor

and Management to complete our initial Business Combination.

Our Management is led by Erich Spangenberg, our Chairman and Chief Executive

Officer, and David Kutcher, our Chief Financial Officer and Director, who have many years of experience in investing across asset classes

and structures.

We must complete our initial Business Combination by July 11, 2026, the end of our Combination Period, which is 24 months

from the closing of our Initial Public Offering.

If our initial Business Combination is not consummated by the end of our Combination

Period, then, unless we obtain shareholder approval to extend the Combination Period, our existence will terminate, and we will distribute

all amounts in the Trust Account.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem

all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held

in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

Nasdaq’s rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq

36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of

trading and delisting from Nasdaq.

Sauvegarder Investment Management, Inc.

Members of our Sponsor include

the partners and employees of SIM, a multi-strategy investment firm dedicated to intellectual property-related financing and investment

are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

We have not selected any Business Combination target.

We may pursue a Business Combination in any business or industry but are focused

on companies in the healthcare industry.

Public Offering

July 11, 2024, we consummated our Initial Public Offering of 23,000,000 Units, i ncluding 3,000,000

Units issued pursuant to the full exercise of the Over-Allotment Option .

Each Unit consists of one Public Share and one-half of

one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $230,000,000.

Simultaneously

with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants

to our Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds

of $6,000,000.

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private

Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the

Public Warrants, except as otherwise disclosed herein.

total of $ 230,000,000 from the proceeds of the Initial Public Offering and Private Placement

was placed in the Trust Account maintained by Continental, acting as trustee.

January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Sponsor owned

by the non-managing members of the Sponsor pursuant to a securities purchase agreement.

Simultaneously with such transaction, the Buyers

also acquired all of the membership interests of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest

purchase agreement.

As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor.

also acquired from Cantor 2,000,000 private placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

connection with the consummation of transactions contemplated above (the “Sponsor Acquisition”), on January 28, 2026, Erich

Spangenberg resigned as the Chairman of the Board and as our Chief Executive Officer, effective as of the closing of the Sponsor Acquisition.

Cosgrove, MD and Vincent Capone resigned as directors of the Board and as members of audit and compensation committees of the

Board, effective as of the closing of the Sponsor Acquisition.

January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as our Chief Executive Officer.

Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug (the “Designees”) were appointed to serve as our

Board of Directors, which changes became effective on March 7, 2026, ten (10) days after the filing of this Information Statement with

the SEC and the mailing of this Information Statement to the holders of record of our Ordinary Shares as of the close of business on

the Record Date (the “Director and Officer Handover Date”).

Fee Reduction Agreement

January 28, 2026, we and the Sponsor entered into a fee reduction agreement (the “Fee Reduction Agreement”) with Cantor,

as representative of the several underwriters for our initial public offering consummated on July 11, 2024.

to the underwriting agreement dated July 9, 2024 (the “Underwriting Agreement”), Cantor was previously entitled to receive

deferred underwriting commissions in the aggregate amount of $10,950,000 (the “Original Deferred Fee”) upon the consummation

of the Company’s initial business combination.

Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business

combination, Cantor has instead agreed to receive, in lieu of the Original Deferred Fee, a non-refundable cash fee equal to 1.5% of the

aggregate amount delivered from our trust account upon the closing of our initial business combination (the “Reduced Deferred Fee”).

Reduced Deferred Fee will be payable upon the closing of our initial business combination.

If we (or its successor) fail to pay the Reduced

Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original Deferred Fee in cash.

addition, if we or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed business

combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward payment

of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

Administrative

Services Agreements

January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between us and SIM Management LP, an affiliate of

the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived.

March 18, 2026, we and Dominari Holdings Inc.

(“Dominari”) entered into an administrative services agreement pursuant to

which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000

per month (the “New Administrative Services Agreement”).

Note with Sponsor

March 18, 2026, the Company issued a promissory note in the aggregate principal amount of up to $1,500,000 to the Sponsor (the “2026

Pursuant to the 2026 Note, the interest rate is 12% per annum, based on actual days / 360 and there is a 5.0% original

issue discount (OID).

The 2026 Note is due and payable upon the earlier to occur of:

(1) our initial Business Combination, or (2) our

is the job of our Sponsor and Management to complete our initial Business Combination.

Our Management is led by Anthony Hayes, our Chairman,

Christopher Devall, our Chief Executive Officer, and David Kutcher, our Chief Financial Officer and Director, who have many years of

experience in investing across asset classes and structures.

We must complete our initial Business Combination by July 11, 2026, the

end of our Combination Period, which is 24 months from the closing of our Initial Public Offering.

If our initial Business Combination

is not consummated by the end of our Combination Period, then, unless we obtain shareholder approval to extend the Combination Period,

our existence will terminate, and we will distribute all amounts in the Trust Account.

may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended

and Restated Memorandum.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity

to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount

held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, Nasdaq’s

rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from

of Our Officers and Directors

of our management include the management of both Dominari Holdings Inc.

DOMH) (“DOMH”) and Sauvegarder Investment

Management, Inc.

DOMH is a diversified holding company with interests spanning financial services, insurance

and emerging growth sectors and SIM IP is a multi-strategy investment firm dedicated to intellectual property-related financing and investment

opportunities including structured senior debt, structured equity, and high-value licensing and monetization campaigns.

Founded in 2023,

SIM invests across intellectual property as an asset class and across jurisdictions, primarily focusing on the U.S., Europe and Israel.

We utilize the SIM platform to provide access to deal prospects, and network, along with any necessary resources to aid in the identification,

diligence, and operational support of a target for the initial Business Combination.

SIM partners and employees maintain an extensive

network of relationships that we believe provide us with a distinct advantage for sourcing opportunities and ultimately creating value

for shareholders.

The past performance of our

Management Team, SIM, or their respective affiliates is not a guarantee either (i) of success with respect to any Business Combination

we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination.

You should not rely

on the historical record of our Management Team’s or SIM’s or their respective affiliates’ performance as indicative

of our future performance.

Healthcare Industry Attractiveness

The healthcare sector is large

and rapidly growing and our Management Team will use our competitive advantages to pursue attractive investment opportunities.

is one of the fastest growing sectors of the U.S.

economy, accounting for roughly 18% of gross domestic product, or $4.7 trillion estimated

By 2030, expenditures are expected to reach $6.8 trillion.

We expect a rapidly aging population and continued advances in clinical

care and enabling technology to fuel a continuation of this growth well into the future, as the healthcare industry is expected to maintain

an average growth rate of approximately 5.5% per year from 2023 to 2030.

We believe the growth in healthcare

expenditure has put pressure on all industry participants (including consumers, employers, insurers, providers, and government agencies)

to manage costs.

Therefore, organizations must derive greater value from each dollar spent in healthcare.

This required evolution of industry

participants, coupled with the fragmented nature of the healthcare industry, creates a landscape that we believe is rife with potential

investment opportunities.

Competitive Differentiation

Our mission is to create attractive

risk-adjusted returns for our shareholders.

Our Management Team seeks to identify, acquire and operate a business that will benefit from

their involvement by utilizing the following differentiating factors to our advantage:

● Industry Expertise:

is a broad, diverse and truly local industry comprised of numerous sub-sectors that each require unique institutional knowledge to be

properly analyzed.

Our Management Team has the ability to draw on a vast experience set to drive value creation for shareholders.

Our Management Team has

an extensive network of relationships with private equity and venture capital funds, industry executives, private owners, advisors and

other intermediaries that will provide proprietary deal-sourcing opportunities.

Additionally, our directors, officers and advisors are

in constant communication with a wide variety of companies in the healthcare space.

The members of our Management

Team have executed a number of healthcare-related investments and SPAC Business Combinations, including Spectral AI (NASDAQ:

Spangenberg is the company’s founding and largest external shareholder, and Immunome Inc.

IMNM), where Broadband Capital

was a significant investor during Mr.

Kutcher’s tenure with the firm, and where he served as interim Chief Financial Officer.

believe this experience should allow for compelling structuring solutions that create true alignment between management and shareholders,

as well as efficient negotiations and pricing.

● Capital Markets Expertise:

Management Team and its affiliates are well-versed in capital markets activities, and have made (or advised on) significant investments

over their careers.

We believe this experience will allow our team to effectively position the target company with public market investors.

Additionally, the ability to effectively access the capital markets to either fund growth or right-size a company’s balance sheet

provides management teams with additional flexibility while running a business.

● Operational Value-Add:

is a serial entrepreneur and has decades of experience operating businesses and driving value creation.

This allows for a diverse set

of acquisition targets to be evaluated.

● Intellectual Property.

has been involved as a principal in over 1,000 licensing transactions that generated over $360 million in revenue and as a principal and

advisor on over $2 billion of patent financing and acquisition transactions.

Given healthcare companies, regardless of subsector, typically

have large (and growing) intellectual property portfolios, we believe the ability of our Management Team to help a target company optimize

and monetize its intellectual property portfolio provides a significant competitive advantage.

Acquisition Criteria

Consistent with our strategy,

we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.

We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination

with a target business that does not meet these criteria and guidelines.

We intend to filter our opportunities based on the following

● Industry Attractiveness:

industry dynamics including regulatory and reimbursement situation must be favorable on a go-forward basis;

● Value Proposition:

Driving savings

or growth for customers with a high return on investment;

● Business Model:

Margins and cost

structure supportive of additional investment;

● Growth Potential:

Imbedded top-line

and bottom-line growth potential in near and long term;

● Competitive Position:

growing market share relative to peer group;

● Management Team:

Talented, motivated

and aligned with equity investors.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our Management Team may deem relevant.

that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business

Combination, which would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

Initial Business Combination

Nasdaq rules require that we

must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held

in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) (the

Our Board of Directors will make the determination as to the fair market value of our initial Business Combination.

If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect

to the satisfaction of such criteria.

While we consider it likely that our Board of Directors will be able to make an independent determination

of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the

business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.

We anticipate structuring our

initial Business Combination so that the post transaction company in which our Public Shareholders own shares will own or acquire 100%

of the equity interests or assets of the target business or businesses.

We may, however, structure our initial Business Combination such

that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet

certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination

if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior

to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed

to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of

new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would

acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders

immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to

utilize these platforms to provide access to deal prospects, and networks and we further utilize DOMH to aid in the identification, diligence,

and operational support of a target for the initial Business Combination.

Management maintains an extensive network of relationships

that we believe provide us with a distinct advantage for sourcing opportunities and ultimately creating value for shareholders.

past performance of our Management Team, DOMH, SIM IP, or their respective subsidiaries and affiliates is not a guarantee either (i)

of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for

our initial Business Combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or

acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into

account for purposes of the 80% Test described above.

If the Business Combination involves more than one target business, the aggregate

value of all of the target businesses, will be taken into account for purposes of the 80% Test.

We are not prohibited from

pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, or directors.

In the event we seek

to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Memorandum) with

our Sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in

such an initial Business Combination is fair to our Company from a financial point of view.

We are not required to obtain such an opinion

in any other context.

Members of our Management Team

and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants and, accordingly, may have a

conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial

You should not rely on the historical record of our Management Team’s or their respective affiliates’

performance as indicative of our future performance.

to the Sponsor Acquisition, we were largely focused on healthcare-related opportunities.

Since the Sponsor Acquisition, our strategy

new objective is to target businesses that are not only well-positioned for long-term, sustainable growth, but also deeply aligned with

the advancement of U.S.

industrial capacity, technological leadership and innovation, and economic resilience.

The core focus will be

on companies headquartered or primarily operating in the United States that play a meaningful role in revitalizing domestic manufacturing,

expanding innovation ecosystems, and strengthening critical supply chains.

Through this strategy, we are aiming to generate long-term

value while reinforcing America’s economic foundation and global competitiveness.

will leverage our robust network and our management team’s comprehensive industry relationships to generate a pipeline of compelling

business combination opportunities.

Our management team in collaboration with DOMH, SIM IP and their respective affiliates, bring substantial

expertise and will leverage their networks and comprehensive industry relationships to generate a pipeline of compelling business combination

opportunities.

Our management team brings its expertise in:

identifying, structuring,

and executing strategic business acquisitions and divestitures;

successfully closing transactions

in varying economic climates and market conditions;

cultivating and maintaining

relationships with business owners, institutional investors, and executive leadership teams in the United States;

orchestrating complex transaction

negotiations across diverse business environments;

securing strategic capital

partnerships and navigating financial markets;

providing operational leadership,

developing effective corporate strategies, and attracting and developing exceptional talent;

implementing post-acquisition

integration strategies and synergy realization plans;

driving sustainable growth

through strategic initiatives, operational improvements, and calculated geographic and product line expansions.

we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on opportunities

headquartered and operating primarily in the United States with a strong foundation for domestic growth.

core focus will be on companies headquartered or primarily operating in the United States that play a meaningful role in revitalizing

domestic manufacturing, expanding innovation ecosystems, and strengthening critical supply chains, but we may decide to enter into our

initial business combination with a target business that does not meet these criteria and guidelines.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

may deem relevant.

We may decide to enter into our initial business combination with a target business that does not meet any of the

above criteria and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria

in our shareholder communications related to our initial business combination, which, would be in the form of proxy solicitation materials

or tender offer documents that we would file with the SEC.

Board of Directors with Extensive Industry Experience and Networks

have assembled a distinguished and actively engaged group of directors and advisors who bring a wealth of experience across public company

governance, executive leadership, operational oversight, and capital markets execution.

Collectively, they have served as directors,

principal officers, and strategic advisors for numerous publicly listed and privately held companies, across a diverse range of industries

and market cycles.

Our team possesses deep transactional expertise in mergers and acquisitions, divestitures, corporate restructuring,

and strategic growth planning.

They also bring specialized domain knowledge in sectors core to our investment thesis.

In addition to

their operational and governance capabilities, our board of directors and advisors maintain broad, high-level networks spanning corporate

leadership, private equity, institutional investors, and strategic industry stakeholders.

These relationships extend across verticals

and into key areas of policymaking and capital formation, giving us access to deal flow, proprietary intelligence, and strategic partners.

Their connectivity to industry leaders, founders, and decision-makers positions us to source high-quality opportunities, perform deep

diligence and add tangible value post-combination.

We believe the collective expertise, reputational capital and relational networks

of our leadership significantly enhance our positioning as a competitive and credible merger partner — one capable not only of

identifying exceptional targets but also of accelerating their success in the public markets.

Deal Flow Optimized for SPAC Transactions

principals and affiliates, through their roles at their respective firms and affiliates, have established a broad, high-level network

spanning corporate leadership, private equity, institutional investors, and strategic industry stakeholders.

Their connectivity to industry

leaders, founders, and decision-makers positions us to source high-quality opportunities.

Our deal sourcing methodology combines quantitative

screening with qualitative assessment to identify businesses with the optimal characteristics for successful SPAC transactions:

growth profiles, defensible market positions, experienced management teams, and clear paths to value creation in the public markets.

We believe this access to premium deal flow positions us as a preferred partner for high-quality acquisition targets.

Acquisition Process

evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers and inspection of facilities, as applicable,

as well as a review of financial, operational, legal and other information about the target and its industry.

If we determine to move

forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Business Combination

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular

Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition

to any agreement with respect to our initial Business Combination.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more

other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an

entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands

rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value

of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on

the Trust Account) (the “80% Test”).

Our Board of Directors will make the determination as to the fair market value of our

initial Business Combination.

If our Board of Directors is not able to independently determine the fair market value of our initial Business

Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders

valuation opinions with respect to the satisfaction of such criteria.

While we consider it likely that our Board of Directors will be

able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if

it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to

the value of the target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial Business Combination must be

approved by a majority of our independent directors.

anticipate structuring our initial Business Combination so that the post transaction company in which our Public Shareholders own shares

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

Business Combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete

such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

Even if the post transaction company owns or acquires 50% or more of the voting securities of the target,

our shareholders prior to the Business Combination may collectively own a minority interest in the post transaction company, depending

on valuations ascribed to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue

a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number

of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and

outstanding shares subsequent to our initial Business Combination.

If less than 100% of the equity interests or assets of a target business

or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired

is what will be taken into account for purposes of the 80% Test described above.

If the Business Combination involves more than one target

business, the aggregate value of all of the target businesses, will be taken into account for purposes of the 80% Test.

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, or directors.

In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated

Memorandum) with our Sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be

paid by us in such an initial Business Combination is fair to our Company from a financial point of view.

We are not required to obtain

such an opinion in any other context.

of our Management Team and our independent directors directly or indirectly may own Founder Shares and/or Private Placement Warrants

and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with

which to effectuate our initial Business Combination.

Further, each of our officers and directors may have a conflict of interest with

respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial Business Combination.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations

or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination

opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that

is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under

Cayman Islands law.

Our Amended and Restated Memorandum provide that, to the fullest extent permitted by law:

(i) no individual serving as a director

or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging

directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy

in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity

for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation

of a director or officer to any other entity.

We do not believe, however,

that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial

(i) no individual serving

as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain

from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any

interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach

an existing legal obligation of a director or officer to any other entity.

do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our

ability to complete our initial Business Combination.

addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or

investment ventures during the period in which we are seeking an initial Business Combination.

As a result, our Sponsor, officers and

directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other

SPAC with which they may become involved.

Any such companies, businesses or investments may present additional conflicts of interest

in pursuing an initial Business Combination target.

However, we do not believe that any such potential conflicts would materially affect

our ability to complete our initial Business Combination.

of Potential Business Combination Targets

believe our Management Team’s significant operating and transactional experience and relationships will provide us with a substantial

number of potential initial Business Combination targets.

Over the course of their careers, the members of our Management Team have developed

a broad network of contacts and corporate relationships around the world.

This network has grown through the activities of our Management

Team sourcing, acquiring and financing businesses, the reputation of our Management Team and advisors for integrity and fair dealing

with sellers, financing sources and target Management Teams and the experience of our Management Team in executing transactions under

varying economic and financial market conditions.

network has provided our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or

where a limited group of investors were invited to participate in the sale process.

We believe that the network of contacts and relationships

of our Management Team provide us important sources of investment opportunities.

In addition, we target Business Combination candidates

that are brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and

large business enterprises seeking to divest non-core assets or divisions.

as a Public Company

believe our structure makes us an attractive Business Combination partner to target businesses.

As an existing public company, we offer

a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us.

a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares

in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary

Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process,

and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting

discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination

once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or could have negative valuation consequences.

Following an initial Business

Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives

consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company

can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented

we believe that our structure and our Management Team’s backgrounds make us an attractive business partner, some potential target

businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder

approval of any proposed initial Business Combination, negatively.

funds available for a Business Combination in the amount of approximately $245.1 million (as of December 31, 2025, before the deferred

underwriting commissions to be paid to the underwriters of the Initial Public Offering and taxes payable), we offer a target business

a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of

its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial Business Combination

using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination

that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken

any steps to secure third party financing and there can be no assurance it will be available to us.

our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public

We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the

Private Placement, the proceeds of the sale of our Public Shares in connection with our initial Business Combination (including pursuant

to any forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering

or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities

issuances, or a combination of the foregoing.

We may seek to complete our initial Business Combination with a company or business that

may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in

such companies and businesses.

our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account

are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Public Shares,

we may use the balance of the cash released to us from the Trust Account following the closing of the Business Combination for general

corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or

interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for

working capital.

have not selected any Business Combination target and we may pursue an initial Business Combination in any business, industry or geography.

Prior to the Sponsor Acquisition, we were focused on companies in the healthcare industry.

Since the Sponsor Acquisition, we have been

focused on target businesses that are not only well-positioned for long-term, sustainable growth, but also deeply aligned with the advancement

industrial capacity, technological leadership and innovation, and economic resilience.

The core focus will be on companies headquartered

or primarily operating in the United States that play a meaningful role in revitalizing domestic manufacturing, expanding innovation

ecosystems, and strengthening critical supply chains.

Accordingly, there is no current basis for investors to evaluate the possible merits

or risks of the target business with which we may ultimately complete our initial Business Combination.

Although our Management Team

assesses the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will

result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control,

meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the

amounts held in the Trust Account.

In addition, we intend to target businesses with enterprise values that are greater than we could

acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the

purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders,

we may be required to seek additional financing to complete such proposed initial Business Combination.

Subject to compliance with applicable

securities laws, we expect to complete such financing only simultaneously with the completion of our initial Business Combination.

the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer

documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we would

seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to

any forward purchase agreements or backstop agreements into which we may enter.

Other than the 2026 Note, at this time, we are not a

party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities

or otherwise.

None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with

or after our initial Business Combination.

of Target Businesses

business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment

Target businesses are also brought to our attention by such unaffiliated sources as a result of being solicited by us through

calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will have read this Report and know what types of businesses we are targeting.

Our officers and directors,

as well as their affiliates, also bring to our attention target business candidates of which they become aware through their business

contacts as a result of formal or informal inquiries or discussions they have, as well as attending trade shows or conventions.

we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of

the track record and business relationships of our officers and directors.

We may engage professional firms or other individuals that

specialize in business acquisitions in the future, in which event we may pay a finder’s fee, consulting fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction.

to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers

or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they

render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial

Business Combination, will be paid from funds held outside the Trust Account.

will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not

otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines

is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case

any such fee will be paid out of the funds held in the Trust Account.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as

a review of financial, operational, legal and other information about the target and its industry that is made available to us.

determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination

time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately

completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

of Business Diversification

an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete Business Combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial Business Combination with only a single entity, our lack of

diversification may:

subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry

in which we operate after our initial Business Combination, and

cause us to depend on the

marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business

Combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the

future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial

Business Combination.

In addition, our Sponsor and

our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during

the period in which we are seeking an initial Business Combination.

As a result, our Sponsor, officers and directors could have conflicts

of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business

Sourcing of Potential Business Combination

We believe our Management Team’s

significant operating and transactional experience and relationships will provide us with a substantial number of potential initial Business

Combination targets.

Over the course of their careers, the members of our Management Team have developed a broad network of contacts and

corporate relationships around the world.

This network has grown through the activities of our Management Team sourcing, acquiring and

financing businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources

and target Management Teams and the experience of our Management Team in executing transactions under varying economic and financial market

This network has provided our

Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group of

investors were invited to participate in the sale process.

We believe that the network of contacts and relationships of our Management

Team provide us important sources of investment opportunities.

In addition, we target Business Combination candidates that are brought

to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business

enterprises seeking to divest non-core assets or divisions.

Status as a Public Company

We believe our structure makes

us an attractive Business Combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other Business Combination with us.

In a Business Combination transaction

with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class

A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor

the consideration to the specific needs of the sellers.

We believe target businesses will find this method a more expeditious and cost-effective

method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly

longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other

uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts

that may not be present to the same extent in connection with a Business Combination with us.

Furthermore, once a proposed

initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay

or prevent the offering from occurring or could have negative valuation consequences.

Following an initial Business Combination, we believe

the target business would then have greater access to capital, an additional means of providing management incentives consistent with

shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further

benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure

and our Management Team’s backgrounds make us an attractive business partner, some potential target businesses may view our status

as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial

Business Combination, negatively.

Financial Position

With funds available for a

Business Combination in the amount of approximately $235.3 million (as of December 31, 2024, before the deferred underwriting commissions

to be paid to the underwriters of the Initial Public Offering and taxes payable), we offer a target business a variety of options, such

as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening

its balance sheet by reducing its debt ratio.

Because we are able to complete our initial Business Combination using our cash, debt or

equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us

to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third party financing and there can be no assurance it will be available to us.

Effecting our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering.

We intend to effectuate

our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of

the sale of our Public Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements

or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the

owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of

the foregoing.

We may seek to complete our initial Business Combination with a company or business that may be financially unstable or

in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial Business Combination

is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration

in connection with our initial Business Combination or used for redemptions of our Public Shares, we may use the balance of the cash released

to us from the Trust Account following the closing of the Business Combination for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing

our initial Business Combination, to fund the purchase of other companies, or for working capital.

We have not selected any Business

Combination target.

We may pursue an initial Business Combination in any business or industry, but are focused on companies in the healthcare

Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which

we may ultimately complete our initial Business Combination.

Although our Management Team assesses the risks inherent in a particular

target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target

business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce

the chances that those risks will adversely affect a target business.

We may seek to raise additional

funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and

we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds

of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount

available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek

additional financing to complete such proposed initial Business Combination.

Subject to compliance with applicable securities laws, we

expect to complete such financing only simultaneously with the completion of our initial Business Combination.

In the case of an initial

Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing

the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval

of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or

through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase

agreements or backstop agreements into which we may enter.

At this time, we are not a party to any arrangement or understanding with any

third party with respect to raising any additional funds through the sale of securities or otherwise.

None of our Sponsors, officers,

directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination.

Sources of Target Businesses

Target business candidates

are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.

Target businesses

are also brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources

may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources

will have read this Report and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates,

also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal

or informal inquiries or discussions they have, as well as attending trade shows or conventions.

In addition, we may receive a number

of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business

relationships of our officers and directors.

While we do not presently anticipate engaging the services of professional firms or other

individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future,

in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation

based on the terms of the transaction.

Prior to or in connection with

the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our

or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate

the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be

paid from funds held outside the Trust Account.

We will engage a finder only

to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to

us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid

out of the funds held in the Trust Account.

Evaluation of a Target Business and Structuring

of Our Initial Business Combination

In evaluating a prospective

target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent management and employees,

document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

legal and other information about the target and its industry that is made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the Business Combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of,

and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result

in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our initial Business Combination with only a single entity, our lack of diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial Business Combination, and

● cause us to depend on the marketing and sale

of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

Management Team

Although we closely scrutinize

the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that

business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may

not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our

Management Team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of

the members of our Management Team will remain with the combined company will be made at the time of our initial Business Combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business

Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination.

Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge relating to the operations

of the particular target business.

We cannot assure you that any

of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

Following a Business Combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we

will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience

necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to

Approve Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Memorandum.

However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder

approval for business or other reasons.

Under Nasdaq’s listing

rules, shareholder approval would be required for our initial Business Combination if, for example:

● We issue Ordinary Shares that will be equal to

or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering);

● Any of our directors, officers or substantial

shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have

a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential

issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more;

● The issuance or potential issuance of Ordinary

Shares will result in our undergoing a change of control.

The decision as to whether

we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in the

event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

expected cost of holding a shareholder vote;

(iii) the risk that the shareholders would fail to approve the proposed Business Combination;

While it is possible that one or more of our directors will remain associated in some capacity with us following

our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial

Business Combination.

Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge

relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business

a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended

and Restated Memorandum.

However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we

may decide to seek shareholder approval for business or other reasons.

Nasdaq’s listing rules, shareholder approval would be required for our initial Business Combination if, for example:

We issue Ordinary Shares

that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering);

Any of our directors, officers

or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power

of 5% or more;

The issuance or potential

issuance of Ordinary Shares will result in our undergoing a change of control.

decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval

is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based

on business and legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction,

including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder

approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

(ii) the expected cost of holding a shareholder vote;

(iii) the risk that the shareholders would fail to approve the proposed Business

(iv) other time and budget constraints of the company;

and (v) additional legal complexities of a proposed Business Combination that would

be time-consuming and burdensome to present to shareholders.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

Business Combination, although they are under no obligation or duty to do so.

Such a purchase may include a contractual acknowledgment

that such shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees

not to exercise its redemption rights.

In the event that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates

purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption

rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares.

It is intended

that, if Rule 10b-18 would apply to purchases by Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates, then

such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases

made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at

or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),

our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others

to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not

redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares

or Public Warrants in such transactions.

The purpose of any such transactions

could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public

Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in

connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us to

have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement

would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial Business Combination that

may not otherwise have been possible.

In addition, if such purchases

are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be

reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting

us directly or by our receipt of redemption requests submitted by Public Shareholders following our mailing of proxy materials in connection

with our initial Business Combination.

To the extent that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates

enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed

their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination,

whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such

Public Shares have not already been voted at the general meeting related to our initial Business Combination.

Our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated

price and number of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares

if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates will be restricted from making purchases of Public Shares if the purchases would violate

Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange

Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases

would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence

to the following:

● our registration statement/proxy statement filed

for our Business Combination transaction would disclose the possibility that our Sponsor, Initial Shareholders, directors, officers, advisors

and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with

the purpose of such purchases;

● if our Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at

a price no higher than the price offered through our redemption process;

● our registration statement/proxy statement filed

for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction;

● our Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire

and possess redemption rights, they would waive such rights;

● we would disclose in a Current Report on Form

8-K, before our security holders meeting to approve the Business Combination transaction, the following material items:

○ the amount of our securities purchased outside of the redemption offer by our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates, along with the purchase price;

○ the purpose of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their

○ the impact, if any, of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors

and their affiliates on the likelihood that the Business Combination transaction will be approved;

○ the identities of our security holders who sold to our Sponsor, Initial Shareholders, directors, officers,

advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)

who sold to our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates;

○ the number of our securities for which we have received redemption requests pursuant to our redemption

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or

vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation

of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by

the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein.

The amount in the Trust

Account was approximately $10.23 per Public Share, as of December 31, 2024.

The per share amount we will distribute to investors who properly

redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers and directors

have entered into the Letter Agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder

Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available

to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption

will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans,

advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements

or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public

Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial Business Combination,

all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general

meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether

we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion,

and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require

us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private

issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above.

Asset acquisitions

and share purchases would not typically require shareholder approval while direct mergers with our Company (other than with a 90% subsidiary

of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to Amended and Restated

Memorandum would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required

to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide

our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions

of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the

Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by a special resolution, which requires the affirmative

vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,

by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our Public Shareholders

with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the SEC.

In the event that we seek shareholder

approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders

with the redemption rights described above upon completion of the initial Business Combination.

If we seek shareholder approval,

we will complete our initial Business Combination only if we receive an ordinary resolution under Cayman Islands law and our Amended and

Restated Memorandum, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.

A quorum for such meeting

will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented

in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor,

officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering

(including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements

of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of

our initial Business Combination.

For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval

of our initial Business Combination once a quorum is obtained.

As a result, in addition to

our Initial Shareholders’ Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold in the Initial

Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming

all outstanding Ordinary Shares are voted and the parties to the Letter Agreement do not acquire any Class A Ordinary Shares.

that only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated

Memorandum vote their Ordinary Shares at a general meeting of our Company, we will not need any Public Shares in addition to our Founder

Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination.

However, if our initial

Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval

of our initial Business Combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the

votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable

general meeting of the company.

In addition, prior to the closing

of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors prior

to or in connection with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our Company in

a jurisdiction outside the Cayman Islands (including any special resolution required to amend our Amended and Restated Memorandum or to

adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside

the Cayman Islands).

These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors pursuant to the

Letter Agreement, may make it more likely that we will consummate our initial Business Combination.

Each Public Shareholder may

elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do

not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general

meeting held to approve the proposed transaction.

If a shareholder vote is not

required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial Business Combination, which contain substantially the same financial

and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer

In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we

are permitted to redeem.

If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer

and not complete the initial Business Combination.

Upon the public announcement

of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5

under the Exchange Act.

We intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer

agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial

and (v) additional legal complexities of a proposed Business Combination

that would be time-consuming and burdensome to present to shareholders.

Purchases of Our Securities

we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates

may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following

the completion of our initial Business Combination, although they are under no obligation or duty to do so.

Such a purchase may include

a contractual acknowledgment that such shareholder, although still the record holder of our Public Shares is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have

already elected to exercise their redemption rights, such selling Public Shareholders would be required to revoke their prior elections

to redeem their Public Shares.

It is intended that, if Rule 10b-18 would apply to purchases by Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies,

which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally,

at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material

nonpublic information), our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may enter into transactions

with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial

Business Combination or not redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such

transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be

used to purchase Public Shares or Public Warrants in such transactions.

purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination,

(2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public

Warrant holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with

a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,

where it appears that such requirement would otherwise not be met.

Any such purchases of our securities may result in the completion

of our initial Business Combination that may not otherwise have been possible.

addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders

of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders

with whom our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions

by either the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders following

our mailing of proxy materials in connection with our initial Business Combination.

To the extent that our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling

or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account

or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to

our initial Business Combination, but only if such Public Shares have not already been voted at the general meeting related to our initial

Business Combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder

seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior

to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

The proxy materials or tender offer

documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will

indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer

agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders,

which could delay redemptions and result in additional administrative cost.

If the proposed initial Business Combination is not approved

and we continue to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who

elected to redeem their Public Shares.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available

to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption

will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities or through

loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase

agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum

cash requirements.

Limitation on Redemption Upon Completion

of Our Initial Business Combination if We Seek Shareholder Approval

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange

Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold

in the Initial Public Offering (“Excess Shares”), without our prior consent.

We believe this restriction will discourage Public

Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such Public Shareholders to use their ability

to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their

Public Shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a Public

Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise

its redemption rights if such Public Shareholder’s Public Shares are not purchased by us, our Sponsor or our Management at a premium

to the then-current market price or on other undesirable terms.

By limiting our Public Shareholders’ ability to redeem no more than

15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we are limiting the ability of a small

group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection

with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of

However, we are not restricting

our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business

Delivering Share Certificates in Connection

with the Exercise of Redemption Rights

As described above, we intend

to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares

in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver

their Public Shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials or

tender offer documents, as applicable.

Our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates will select from which Public

Shareholders to purchase Public Shares based on the negotiated price and number of Public Shares and any other factors that they may

deem relevant, and will be restricted from purchasing Public Shares if such purchases do not comply with Regulation M under the Exchange

Act and the other federal securities laws.

Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of Public

Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant

to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally,

in the event our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or

Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under

the Exchange Act including, in pertinent part, through adherence to the following:

our registration statement/proxy

statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption

process, along with the purpose of such purchases;

if our Sponsor, Initial

Shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders,

they would do so at a price no higher than the price offered through our redemption process;

our registration statement/proxy

statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our

Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business

Combination transaction;

our Sponsor, Initial Shareholders,

directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if

they do acquire and possess redemption rights, they would waive such rights;

we would disclose in a

Current Report on Form 8-K, before our security holders meeting to approve the Business Combination transaction, the following material

the amount of our securities

purchased outside of the redemption offer by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates,

along with the purchase price;

the purpose of the purchases

by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates;

the impact, if any, of

the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates on the likelihood that the

Business Combination transaction will be approved;

the identities of our security

holders who sold to our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates (if not purchased on the

open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, Initial Shareholders, directors,

officers, advisors and their affiliates;

the number of our securities

for which we have received redemption requests pursuant to our redemption offer.

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they

abstain, vote for, or vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to

the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable),

divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein.

in the Trust Account was approximately $10.59 per Public Share, as of December 31, 2025.

The per share amount we will distribute to investors

who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Sponsor, officers and directors have entered into the Letter Agreement, pursuant to which they have agreed to waive their redemption

rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our initial Business

proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its

owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption

plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate

amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares

submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked

securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to

any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net

tangible assets or minimum cash requirements.

of Conducting Redemptions

will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our

initial Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination either

(i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a

tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement

or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval

under SEC rules), as described above.

Asset acquisitions and share purchases would not typically require shareholder approval while direct

mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and

outstanding Ordinary Shares or seek to Amended and Restated Memorandum would require shareholder approval.

So long as we obtain and maintain

a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed

above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we

maintain our registration under the Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by a special resolution,

which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in

person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection

with such amendment.

we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,

pursuant to our Amended and Restated Memorandum:

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies,

and not pursuant to the tender offer rules, and

file proxy materials with

the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection

therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

we seek shareholder approval, we will complete our initial Business Combination only if we receive an ordinary resolution under Cayman

Islands law and our Amended and Restated Memorandum, which requires the affirmative vote of at least a majority of the votes cast by

such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting

of the company.

A quorum for such meeting will be present if the holders of at least one third of issued and outstanding Ordinary Shares

entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum

and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares

purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares

they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving

the Business Combination transaction) in favor of our initial Business Combination.

For purposes of seeking approval of an ordinary resolution,

non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained.

a result, in addition to our Initial Shareholders’ Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public

Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business

Combination approved, assuming all outstanding Ordinary Shares are voted and the parties to the Letter Agreement do not acquire any Class

A Ordinary Shares.

Assuming that only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under

our Amended and Restated Memorandum vote their Ordinary Shares at a general meeting of our Company, we will not need any Public Shares

in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination.

However, if our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands

law, the approval of our initial Business Combination will require a special resolution, which requires the affirmative vote of at least

two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at the applicable general meeting of the company.

addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to

appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) are entitled

to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our

Amended and Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way

of continuation in a jurisdiction outside the Cayman Islands).

These quorum and voting thresholds, and the voting agreement of our Sponsor,

officers and directors pursuant to the Letter Agreement, may make it more likely that we will consummate our initial Business Combination.

Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction,

or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record

date for the general meeting held to approve the proposed transaction.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents

with the SEC prior to completing our initial Business Combination, which contain substantially the same financial and other information

about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates

the solicitation of proxies.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until

the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering more

than the number of Public Shares we are permitted to redeem.

If Public Shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete the initial Business Combination.

the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we

or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in

order to comply with Rule 14e-5 under the Exchange Act.

intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent

or deliver their shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials

or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled

5 unchanged sentences

with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.

Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if

we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as

applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights.

In the event that a Public Shareholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares

may not be redeemed.

Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of

their Public Shares.

There is a nominal cost associated

with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC system.

agent will typically charge the broker submitting or tendering shares a nominal fee and it would be up to the broker whether or not to

pass this cost on to the redeeming Public Shareholder.

However, this fee would be incurred regardless of whether or not we require Public

Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.

The need to deliver shares is a requirement

of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such

Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides

prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent

return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to our Public Shareholders electing

to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination

is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be

entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any

certificates delivered by Public shareholders who elected to redeem their Public Shares.

If our initial proposed Business

Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination

Redemption of Public Shares and Liquidation

if No Initial Business Combination

Our Amended and Restated Memorandum

provides that we have only the duration of the Combination Period to complete our initial Business Combination.

If we have not completed

our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor),

redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay

dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,

liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire

worthless if we fail to complete our initial Business Combination within the Combination Period.

The holders of the Founder Shares will

not participate in any redemption distribution with respect to their Founder Shares.

Our Sponsor, officers and directors

have entered into the Letter Agreement, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account

with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period;

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication

or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost.

proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates

or shares delivered by Public Shareholders who elected to redeem their Public Shares.

proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its

owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption

plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate

amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares

submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to

any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net

tangible assets or minimum cash requirements.

on Redemption Upon Completion of Our Initial Business Combination if We Seek Shareholder Approval

we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our Amended and Restated Memorandum provides that a Public Shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate

of 15% of the Public Shares sold in the Initial Public Offering (“Excess Shares”), without our prior consent.

this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such

Public Shareholders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force

us or our Management to purchase their Public Shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public

Offering could threaten to exercise its redemption rights if such Public Shareholder’s Public Shares are not purchased by us, our

Sponsor or our Management at a premium to the then-current market price or on other undesirable terms.

By limiting our Public Shareholders’

ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we

are limiting the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business

Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a

minimum net worth or a certain amount of cash.

we are not restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against

our initial Business Combination.

Share Certificates in Connection with the Exercise of Redemption Rights

described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders

or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to

our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC system, prior to the date set forth

in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business

days prior to the scheduled vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions

in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit

a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial

owner of such Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to holders

of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to

satisfy such delivery requirements.

Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote

on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the

close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption

In the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer

materials, as applicable, its Public Shares may not be redeemed.

Given the relatively short exercise period, it is advisable for Public

Shareholders to use electronic delivery of their Public Shares.

is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through

the DWAC system.

The transfer agent will typically charge the broker submitting or tendering shares a nominal fee and it would be up

to the broker whether or not to pass this cost on to the redeeming Public Shareholder.

However, this fee would be incurred regardless

of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.

to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender

offer documents, as applicable.

Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption

rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply

request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed

to our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business

our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their

redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account.

case, we will promptly return any certificates delivered by Public shareholders who elected to redeem their Public Shares.

our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different

target until the end of the Combination Period.

of Public Shares and Liquidation if No Initial Business Combination

Amended and Restated Memorandum provides that we have only the duration of the Combination Period to complete our initial Business Combination.

If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available

funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to

$100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination

The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder Shares.

Sponsor, officers and directors have entered into the Letter Agreement, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period;

although, they will entitled to liquidating distributions from assets outside the Trust Account.

However, if our Sponsor or Management

Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust

Account with respect to such Public Shares if we fail to complete our initial Business Combination within the allotted Combination Period.

Our Sponsor, officers and directors

have agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Memorandum (i) to

modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem

100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to

any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless

we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the approximately $697,085 of proceeds held outside the Trust Account as of December 31, 2024, although we cannot assure you that

there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated

with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income

taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to

$100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of

the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, the

per-share redemption amount received by shareholders upon our dissolution would be approximately $10.23, as of December 31, 2024 (before

taxes payable and up to $100,000 of interest income to pay dissolution expenses).

The proceeds deposited in the Trust Account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.

We cannot assure

you that the actual per-share redemption amount received by shareholders will not be substantially less than approximately $10.23.

we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

Although we seek to have all

vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or

other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the Trust Account.

If any third-party refuses to execute an agreement

waiving such claims to the monies held in the Trust Account, our Management considers whether competitive alternatives are reasonably

available to us and only enters into an agreement with such third party if Management believes that such third party’s engagement

is in the best interests of our Company under the circumstances.

Examples of possible instances where we may engage a third party that

refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable

to find a service provider willing to execute a waiver.

Withum, our independent registered public accounting firm, and the underwriters

of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

In order to protect the amounts

held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services

rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with

which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce

the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the

value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have

we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s

only assets are securities of our Company.

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination

and redemptions could be reduced to less than $10.00 per Public Share.

In such event, we may not be able to complete our initial Business

Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares.

None of our officers

or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds

in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the

Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the

Trust Account assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take

legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal

action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine

that a favorable outcome is not likely.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share

redemption price will not be less than $10.00 per Public Share.

We seek to reduce the possibility

that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,

prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity

of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

access to up to approximately $697,085, as of December 31, 2024, with which to pay any such potential claims (including costs and expenses

incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate

and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our

Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or

insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in

the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the Trust

Account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders.

Additionally, if we file a

bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions

received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential

transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other

court could seek to recover some or all amounts received by our shareholders.

Furthermore, our Board of Directors may be viewed as having

breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to

claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

assure you that claims will not be brought against us for these reasons.

Our Public Shareholders will

be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete

our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated

Memorandum (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination

or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (B) with

respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (iii)

if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable

law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination.

no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account.

In the event we seek

shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business

Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro rata share of

the Trust Account.

if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within

the allotted Combination Period.

Sponsor, officers and directors have agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended

and Restated Memorandum (i) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business

Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period

or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity,

in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned

on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, although

we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs

and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account

not required to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us

an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited

in the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.59, as

of December 31, 2025 (before taxes payable and up to $100,000 of interest income to pay dissolution expenses).

The proceeds deposited

in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of

our Public Shareholders.

We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially

less than approximately $10.59.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient

to pay or provide for all creditors’ claims.

we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our

Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would

be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary

responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain

an advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third-party refuses to

execute an agreement waiving such claims to the monies held in the Trust Account, our Management considers whether competitive alternatives

are reasonably available to us and only enters into an agreement with such third party if Management believes that such third party’s

engagement is in the best interests of our Company under the circumstances.

Examples of possible instances where we may engage a third

party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed

by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management

is unable to find a service provider willing to execute a waiver.

Withum, our independent registered public accounting firm, and the

underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising

out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any

claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm),

or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement

or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share

and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will

not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held

in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked

our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds

to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company.

Therefore, we

cannot assure you that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made

against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00

per Public Share.

In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount

per share in connection with any redemption of your Public Shares.

None of our officers or directors will indemnify us for claims by

third parties including, without limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount

per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to

reductions in the value of the Trust Account assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy

its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors

would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect

that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to

us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

or if the independent directors determine that a favorable outcome is not likely.

Accordingly, we cannot assure you that due to claims

of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public Share.

seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable

as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act.

We have access to up to approximately $65,427, as of December 31, 2025, with which to pay any such potential

claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

shareholders who received funds from our Trust Account could be liable for claims made by creditors.

we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,

the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy

estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims

deplete the Trust Account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders.

Additionally,

if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either

a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator

or bankruptcy or other court could seek to recover some or all amounts received by our shareholders.

Furthermore, our Board of Directors

may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself

and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of

We cannot assure you that claims will not be brought against us for these reasons.

Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares

if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend

our Amended and Restated Memorandum (A) to modify the substance or timing of our obligation to allow redemptions in connection with our

initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the

Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination,

subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business

In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account.

the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection

with the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable

pro rata share of the Trust Account.

Such Public Shareholder must have also exercised its redemption rights described above.

These provisions of our Amended

and Restated Memorandum, like all provisions of our Amended and Restated Memorandum, may be amended with a shareholder vote.

In identifying, evaluating

and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective

similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking

strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting Business Combinations

directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial, technical, human and other resources

These provisions

of our Amended and Restated Memorandum, like all provisions of our Amended and Restated Memorandum, may be amended with a shareholder

identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities

having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting Business Combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses is limited by our available financial resources.

This inherent limitation gives

others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our Public

Shareholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our

issued and outstanding Public Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

We currently have two officers:

Spangenberg and Mr.

These individuals are not obligated to devote any specific number of hours to our matters, but they devote

as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time

they devote in any time period varies based on whether a target business has been selected for our initial Business Combination and the

stage of the Business Combination process we are in.

We do not intend to have any full-time employees prior to the completion of our initial

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay

cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available to us for our

initial Business Combination and our issued and outstanding Public Warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial Business Combination.

currently have two officers:

Devall and Mr.

These individuals are not obligated to devote any specific number of hours to

our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business

The amount of time they devote in any time period varies based on whether a target business has been selected for our initial

Business Combination and the stage of the Business Combination process we are in.

We do not intend to have any full-time employees prior

to the completion of our initial Business Combination.

Reporting and Financial Information

have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial

statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit

the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide

such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination

within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential Business Combination

candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential Business Combination

candidates, we do not believe that this limitation will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing

a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial

Business Combination.

Periodic Reporting and Financial Information

We have registered our Units,

Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,

quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports, including this

Report, contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents

sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required

to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for

us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed

We cannot assure you that any particular target business identified by us as a potential Business Combination candidate will

have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able

to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be

met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential Business Combination candidates,

we do not believe that this limitation will be material.

We will be required to evaluate

our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event

we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be

required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with

the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We have filed a Registration

Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject

to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting

or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

We are a Cayman Islands exempted

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Law.

As an exempted company, we have applied for and received a tax exemption

undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands,

for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied

on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,

debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less

active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of

the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Law.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part

of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest

or other sums due under a debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following July 11, 2029, (b) in which we have total annual

gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value

of our Public Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued

more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates is

equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed

fiscal year and the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $700 million as of the prior June

Further, prior to the consummation

of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors.

As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is

held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate

governance requirements.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following July 11, 2029, (b) in which

we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means

the market value of our Public Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date

on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares

held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100

million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $700

million as of the prior June 30th.

prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment

or removal of directors.

As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate

governance standards.

Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment

of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with

certain corporate governance requirements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business